Structure
The Louisiana Operating Agreement form is a crucial document for any Limited Liability Company (LLC) operating in the state. It outlines the management structure, operational procedures, and ownership interests of the members involved. This agreement serves as a foundational blueprint, detailing how decisions will be made and how profits and losses will be distributed among members. Additionally, it addresses important issues such as member rights, responsibilities, and the process for adding or removing members. By establishing clear guidelines, the Operating Agreement helps prevent disputes and misunderstandings, fostering a cooperative business environment. Whether you are starting a new LLC or need to update an existing agreement, understanding the key components of this form is essential for ensuring compliance with Louisiana law and promoting long-term success.
Sample - Louisiana Operating Agreement Form
Louisiana Operating Agreement
This Louisiana Operating Agreement (the "Agreement") is entered into as of ______ [insert date] by and among the undersigned members of ______ [insert LLC name] (the "Company"), a Louisiana Limited Liability Company. This Agreement is intended to comply with the Louisiana Revised Statute (LRS) 12:1301 et seq., and any other applicable state laws and provisions.
1. Formation
The members hereby affirm that the Company was formed according to the laws of the State of Louisiana on ______ [insert formation date], by filing the Articles of Organization with the Louisiana Secretary of State, and intends to operate as a Limited Liability Company under and pursuant to the laws of the State of Louisiana.
2. Principal Place of Business
The principal place of business of the Company shall be ______ [insert address], or such other place as the members may from time to time determine.
3. Name and Duration
The name of the Company shall be "______ [insert LLC name]" and shall exist perpetually until dissolved in accordance with this Agreement and the laws of the State of Louisiana.
4. Mission and Purpose
The mission and purpose of the Company are to ______ [insert mission and purpose].
5. Membership
The Company shall initially have the following member(s):
- ________ [insert name] with a ______% interest,
- ________ [insert name] with a ______% interest,
Additional members may be admitted as per the terms outlined in this Agreement.
6. Capitol Contributions
Each member has contributed capital to the Company as described below:
- ________ [insert name]: $________,
- ________ [insert name]: $________.
Further contributions shall be made only upon the unanimous consent of all members.
7. Management and Voting
The Company shall be managed by its members. Each member’s voting interest shall be proportional to their percentage interest in the Company. Decisions requiring a vote shall be made by a majority of the members, unless otherwise outlined in this Agreement.
8. Allocations and Distributions
Net profits and losses shall be allocated to the members in proportion to their percentage interests in the Company. Distributions shall also be made in accordance to each member's percentage interest, as determined by the members from time to time.
9. Transfers and Assignments
Interest in the Company may not be transferred or assigned without the unanimous consent of all other members.
10. Dissolution
The Company may be dissolved at any time with the unanimous consent of all the members, or upon other events as defined in accordance with the Louisiana Revised Statutes. Upon dissolution, the Company's assets shall be liquidated, and after settling all debts, the remaining assets shall be distributed among the members according to their respective interests in the Company.
11. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Louisiana.
IN WITNESS WHEREOF, the undersigned have executed this Louisiana Operating Agreement as of the date first above written.
Member(s): _________________________________________
Date: _____________________________________________
Document Details
| Fact Name | Details |
|---|---|
| Purpose | The Louisiana Operating Agreement outlines the management structure and operational procedures of a limited liability company (LLC). |
| Governing Law | The agreement is governed by the Louisiana Limited Liability Company Law, specifically Title 12 of the Louisiana Revised Statutes. |
| Members' Rights | The document specifies the rights and responsibilities of the members, including profit sharing and decision-making authority. |
| Flexibility | Louisiana allows for flexibility in the operating agreement, enabling members to customize terms to suit their needs. |
| Filing Requirement | There is no requirement to file the operating agreement with the state, but it should be kept on record for internal use. |
| Amendments | The agreement can be amended as needed, but changes typically require a vote or consent from the members. |
| Default Rules | In the absence of an operating agreement, Louisiana law provides default rules that govern the LLC’s operations. |
| Dispute Resolution | The agreement may include provisions for resolving disputes among members, such as mediation or arbitration clauses. |
Some Other Louisiana Templates
Non-disclosure Agreement - This agreement can be unilateral, where one party discloses information to another, or mutual, where both parties exchange confidential information.
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Louisiana Affidavit of Small Succession - Often used to claim assets like bank account balances, vehicles, and small real estate holdings without a formal probate procedure.